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The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto for the year ended December 31, 2025 contained in our 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” sections of our 2025 Annual Report on Form 10-K, as updated and/or supplemented in subsequent filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Hyperfine, Inc. and its consolidated subsidiaries. The unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025, respectively, present the financial position and results of operations of Hyperfine, Inc. and its wholly owned subsidiaries.
Overview
We are an innovative health technology business with a mission to revolutionize patient care globally through accessible, affordable, clinically relevant artificial intelligence (“AI”)-powered portable ultra-low-field (“ULF”) magnetic resonance (“MR”) brain imaging. Our Swoop® Portable MR Imaging® System (“Swoop® system”) produces high-quality images at a significantly lower magnetic field strength than conventional magnetic resonance imaging (“MRI”) scanners. Our Swoop® system is designed to transform brain MR for the patient, the clinician and the provider, enabling a highly differentiated patient-friendly experience, timely imaging for clinicians, and favorable economics for healthcare administrators. The Swoop® system is a portable, ULF MRI device for producing images that display the internal structures of the head where full diagnostic examination is not clinically practical. When interpreted by a trained physician, these images provide information that can be useful in determining a diagnosis. Healthcare professionals can use the Swoop® system efficiently to make effective clinical diagnoses and decisions in various care settings where conventional MRI devices are inaccessible and/or when they are not readily available. The portable design of our Swoop® system makes it safely and readily accessible anywhere in a hospital, clinic, physician’s office, or patient care site and it does not require any special facilities accommodations. The easy to use, iPad-based interface makes its operation easy to learn and it does not require specialized MRI technicians to operate safely. ULF MR does not expose patients to harmful ionizing radiation and compares favorably in this regard to X-ray computed tomography (“CT”) or positron emission tomography (“PET”).
The demand for MR imaging has been increasing due to the aging population and the rising prevalence of neurological, neurodegenerative, and cardiovascular conditions, and also the trends towards decentralized healthcare in mature, as well as low- and middle-income countries. Healthcare professionals and insurers recognize MR imaging as an effective, non-invasive diagnostic tool for evaluating and ongoing monitoring of patients at risk of or with neurological conditions. The Swoop® system is the next-generation brain imaging scanner designed to increase access to MRI in a cost-effective and workflow efficient manner. We believe our market opportunity is significant considering the multiple sites of care where the Swoop® system brings clinical and economic value. We estimate in the United States alone that our total addressable market for Swoop® system device placements is more than $16 billion.
Despite their advantages, many healthcare institutions worldwide lack the facilities, specialized technicians, and capital necessary to acquire, maintain, and staff expensive conventional MRI devices. The Swoop® system is the first FDA-cleared, portable, ULF, MR brain imaging system that is capable of providing imaging at multiple sites of care, such as intensive care units (“ICUs”), emergency departments, procedural rooms, clinics or physicians’ offices, and can inform the timely detection, diagnosis, monitoring, and treatment of acute and chronic neurological conditions inside and outside the hospital. We designed the Swoop® system to address the limitations of conventional MRI technologies and make brain MR imaging accessible nearly anywhere in a timely manner, closer to the patient, across professional healthcare settings. We believe the adoption of the Swoop® system by healthcare professionals has potential clinical and economic benefits throughout healthcare systems in both high and low resource settings.
The Swoop® system is AI-powered and integrates deep learning, Optive AITM, a form of AI in the denoising and reconstruction pipeline of the sequences. We offer T1, T2, diffusion-weighted imaging (“DWI”), and fluid-attenuated inversion recovery (“FLAIR”) sequences, in both fast and high resolution modes. Scanning time varies based on protocols but on average a full brain scan takes around 25 minutes. The integration of deep learning does
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not require any additional steps from the user. As a result, deep learning can enhance the image quality and, consequently, the diagnostic value of images generated at ULF. Our proprietary Optive AITM models are designed to improve ULF image quality, while reducing the impact of scan artifacts. The Optive AITM models are validated by expert radiologists. The Swoop® system is used clinically every day as the first mover in the field of AI-powered portable MRI, and the installed base continues to expand globally. The learnings from this market experience have served to improve our hardware, software, AI, and denoising algorithms resulting in the image quality and performance improvements of our product over the eleven generations of software since our initial clearance. As we move forward, we are continuously investing in improving our AI-powered image quality and leveraging each imaging-focused software release to further improve the Swoop® system performance and clinical utility.
Our Swoop® system received initial 510(k) clearance for brain imaging from the U.S. Food and Drug Administration (the “FDA”) in 2020. In May 2025, we received 510(k) clearance from the FDA for our tenth-generation AI-powered software, Optive AI™ software. The tenth-generation software enhances each stage of image processing from noise cancellation and image acquisition to reconstruction and post processing and produces brain images with greater clarity, uniformity and sharper anatomical detail.
Obtaining 510(k) clearance from the FDA in late May 2025 for our new next-generation Swoop® scanner powered by Optive AITM software was a very important milestone for us. The next-generation Swoop® system incorporates learnings from five years of real-world experience, features new hardware and is powered by Optive AI™ software. The next-generation Swoop® system incorporates innovations specifically engineered to deliver the highest signal-to-noise ratio, which, when paired with the Optive AI™ software, achieves exceptional image quality at low-field MRI, including improved resolution and uniformity, as well as faster acquisition times.
In December 2025, we received FDA clearance for the eleventh-generation AI-powered software. The eleventh-generation software includes a new multi-direction DWI sequence in our Optive AITM software, and this software enhancement expands the Swoop® system’s clinical capabilities by improving image quality and diagnostic confidence for stroke detection, including clearer visualization of smaller lesions and more reliable differentiation of infarcts. The multi-direction DWI sequence uses multi-direction signal acquisition, similar to techniques used in high-field MRI, and is designed to reduce artifacts that may obscure stroke pathology, while the existing single-direction DWI sequence remains available for extremely time-sensitive imaging where rapid acquisition is critical to meeting stroke treatment protocols.
Outside of the United States, the first-generation Swoop® system has received marketing authorization for brain imaging in several countries, including the European Union (“CE Mark”), the United Kingdom (UK Conformity Assessment (“UKCA Mark”)), Canada, Australia, New Zealand and India. In October 2024 and February 2025, we received CE Mark and UKCA Mark approval for the ninth-generation of software, respectively. In August 2025, we received both CE Mark and UKCA Mark approvals for our Optive AI™ software. In March 2026, we achieved an important milestone and received both CE Mark and UKCA Mark approval for both the next-generation Swoop® scanner and the latest advancement in our Optive AI™ software. In December 2025, we received regulatory approval in India from the Central Drugs Standard Control Organization (“CDSCO”), authorizing commercialization of the first-generation Swoop® system throughout India.
Key Performance Metrics
Management reviews and analyzes several key performance measures, including total revenues and total Swoop® system units sold. These measures are reviewed and analyzed to evaluate our business performance, identify trends affecting our business, allocate capital, and make strategic decisions.
Total revenues were $3.9 million and $7.8 million for the three and six months ended June 30, 2026, respectively, as compared to revenue of $2.7 million and $4.8 million for the three and six months ended June 30, 2025, respectively, primarily driven by an increase in units sold and an increase in average selling price. See “Results of Operations - Sales” below for further information. Total Swoop® system units sold were 12 units and 22 units for the three and six months ended June 30, 2026, respectively, as compared to 8 units and 14 units, for the three and six months ended June 30, 2025, respectively. We launched our next-generation Swoop® system powered by Optive AITM software in mid-2025.
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Factors Affecting Results of Operations
The following factors have been important to our business and we expect them to impact our results of operations and financial condition in future periods:
Technical innovation
We have developed our Swoop® system through extensive research and development activities. Moreover, our team is dedicated to clinical support programs designed to integrate the Swoop® system into an array of diverse healthcare environments, workflow, and applications. We believe that, from our commercial and clinical experience, we are gaining invaluable insights into the Swoop® system’s clinical utility. We believe these learnings will enable us to further improve our product and develop new services and tools in the future. We are continuously improving our image quality and imaging capabilities. Building upon this foundation and our expertise in ULF brain imaging, we plan to develop new imaging applications, broadening the range of clinical uses for our proprietary technology. Additionally, we are leveraging our strengths in AI and cloud technology to explore the Swoop® system’s role as a brain imaging clinical decision support platform. While these technical innovations may increase our research and development expenses, we expect them to have a positive impact on our results of operations and profitability in the future.
Commercialization efforts of the Swoop® system
Our results have included revenue from the United States and outside the United States. Our Swoop® system received initial 510(k) clearance from the FDA in 2020. Initially, we have been focused on executing contracts with U.S. hospitals and hospital systems. We have built a direct sales and field support organization in the United States that works in strong collaboration to increase adoption, support successful implementations and support routine use at customer sites. We are expanding our commercial focus beyond our initial call point of critical care in the hospital into hospital emergency departments, hospital-based neurology clinics and outside the hospital in neurology offices. This commercial expansion is supported by the product launch of our next-generation Swoop® system powered by our Optive AITM software.
Expand sales in international markets
The countries outside of the United States in which we have begun commercializing our first-generation Swoop® system include Canada, certain European and Middle Eastern markets, Australia, New Zealand and India. We obtained a Medical Device License issued by Health Canada, UKCA Mark in the United Kingdom, CE Mark in the EU, and regulatory authorization in Australia and New Zealand. The Swoop® system CE Mark and UKCA Mark approval of the ninth-generation AI-powered Swoop® system software in October 2024 and February 2025, and CE Mark and UKCA Mark approval for our Optive AITM software in August 2025, enable a broader international commercial expansion of the Swoop® system, bringing cutting-edge brain imaging technology to new global markets. The Swoop® system received CE Mark and UKCA Mark approval in March 2026 for both the next-generation Swoop® scanner and the latest version of our Optive AI™ software, enabling commercialization in Europe of the exceptional low-field MRI image quality recently commercialized in the United States. Further, we are executing on a global expansion strategy, broadening access to MR brain imaging in regions with large populations, low penetration of MRI, and significant unmet healthcare needs. In December 2025, we received regulatory approval in India from the CDSCO, authorizing commercialization of the first-generation Swoop® system throughout India.
Our commitment to the vision of providing affordable and accessible imaging that enables earlier detection and timely management of health conditions worldwide is furthermore advanced by grant funding from the Bill and Melinda Gates Foundation (“BMGF”). Through our engagement with the BMGF, we have deployed the Swoop® system in low-middle income settings without readily-accessible MRI technology. During 2020 and 2021, we were awarded multiple grants totaling $4.9 million from the BMGF for the provision and equipping of sites with our portable MR brain imaging system to enable the performance of a multi-site study focused on optimizing diagnostic image quality. These grants were designed to provide data to validate the use of the Swoop® system in measuring the impact of maternal anemia, malnutrition, infection and birth-related injury. These grants were designed to support the deployment of a total of 25 Swoop® system devices and other services to investigators, which commenced in the spring of 2021 and was completed by February 2024. In May 2023, we were awarded an
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additional $3.4 million grant from the BMGF to continue to develop a scalable approach to measuring neurodevelopment via low-field MRI in neonates, infants, and young children in low-to-middle income countries through February 2026. In November 2025, we were awarded a further $3.7 million grant from the BMGF to support continued technical innovation using our AI-powered portable MRI platform, with a focus on neonatal brain imaging and objective assessment of neurodevelopment in resource-constrained settings through March 2028. This funding supports ongoing collaboration with academic and clinical partners to advance AI-based image processing and analysis capabilities designed to improve image quality and diagnostic reliability in neonatal and early childhood imaging. During the three and six months ended June 30, 2026, we completed and fulfilled grant deliverables and milestones amounting to $0.6 million and $1.1 million, respectively.
Results of Operations
The following is a discussion of our results of operations for the periods shown below, and our accounting policies are described under "Summary of Significant Accounting Policies" in Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Comparison of the Three and Six Months Ended June 30, 2026 and 2025 ($ Amounts shown in tables in thousands)
Three Months Ended June 30, Change Six Months Ended June 30, Change
($ Amounts in thousands) 2026 2025 % 2026 2025 %
Sales
Device $ 3,170 $ 2,128 49.0 % $ 6,427 $ 3,650 76.1 %
Service 734 568 29.2 % 1,380 1,183 16.7 %
Total sales $ 3,904 $ 2,696 44.8 % $ 7,807 $ 4,833 61.5 %
Cost of Sales
Device $ 1,603 $ 1,097 46.1 % $ 3,249 $ 2,082 56.1 %
Service 321 271 18.5 % 599 540 10.9 %
Cost of sales $ 1,924 $ 1,368 40.6 % $ 3,848 $ 2,622 46.8 %
Gross profit 1,980 1,328 49.1 % 3,959 2,211 79.1 %
Operating expenses:
Research and development $ 3,865 $ 4,541 (14.9 )% $ 7,710 $ 9,578 (19.5 )%
General and administrative 3,907 3,859 1.2 % 8,037 8,067 (0.4 )%
Sales and marketing 2,677 2,523 6.1 % 5,239 5,063 3.5 %
Total operating expenses $ 10,449 $ 10,923 (4.3 )% $ 20,986 $ 22,708 (7.6 )%
Loss from operations $ (8,469 ) $ (9,595 ) (11.7 )% $ (17,027 ) $ (20,497 ) (16.9 )%
Interest income $ 272 $ 239 13.8 % $ 526 $ 556 (5.4 )%
Interest expense (533 ) — NM (616 ) — NM
Change in fair value of warrant liabilities (571 ) 46 NM (812 ) 1,664 NM
Other income (expense), net 3 85 NM 8 (366 ) NM
Loss before provision for income taxes $ (9,298 ) $ (9,225 ) 0.8 % $ (17,921 ) $ (18,643 ) (3.9 )%
Provision for income taxes — — — —
Net loss and comprehensive loss $ (9,298 ) $ (9,225 ) 0.8 % $ (17,921 ) $ (18,643 ) (3.9 )%
NM - Not meaningful
Sales
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Device $ 3,170 $ 2,128 $ 1,042 49.0 % $ 6,427 $ 3,650 $ 2,777 76.1 %
Service 734 568 166 29.2 % 1,380 1,183 197 16.7 %
Total sales $ 3,904 $ 2,696 $ 1,208 44.8 % $ 7,807 $ 4,833 $ 2,974 61.5 %
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Device sales increased by $1.0 million, or 49.0%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven primarily by an increase in units sold.
Service sales increased by $0.2 million, or 29.2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven primarily by continued growth in the installed base as well as non-recurring revenue items.
Device sales increased by $2.8 million, or 76.1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven primarily by an increase in units sold and an increase in average selling price.
Service sales increased by $0.2 million, or 16.7%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven primarily by continued growth in the installed base as well as non-recurring revenue items.
Cost of sales
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Device $ 1,603 $ 1,097 $ 506 46.1 % $ 3,249 $ 2,082 $ 1,167 56.1 %
Service 321 271 50 18.5 % 599 540 59 10.9 %
Total cost of sales $ 1,924 $ 1,368 $ 556 40.6 % $ 3,848 $ 2,622 $ 1,226 46.8 %
Percentage of revenue 49.3 % 50.7 % 49.3 % 54.3 %
Cost of device sales increased by $0.5 million, or 46.1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven primarily by increased costs associated with higher sales volume.
Cost of service sales was relatively flat for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Cost of device sales increased by $1.2 million, or 56.1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was driven primarily by increased costs associated with higher sales volume.
Cost of service sales was relatively flat for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Research and development
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Research and development $ 3,865 $ 4,541 $ (676 ) (14.9 )% $ 7,710 $ 9,578 $ (1,868 ) (19.5 )%
Research and development expenses decreased by $0.7 million, or 14.9%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was driven primarily by a $0.4 million increase in grant fulfillment credits and a $0.3 million decrease in salary and benefits, due to lower headcount.
Research and development expenses decreased by $1.9 million, or 19.5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was driven primarily by a $1.2 million decrease in salary and benefits, including stock-based compensation due to lower headcount and a $0.7 million increase in grant fulfillment credits.
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General and administrative
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
General and administrative $ 3,907 $ 3,859 $ 48 1.2 % $ 8,037 $ 8,067 $ (30 ) (0.4 )%
General and administrative expenses were relatively flat for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
General and administrative expenses were relatively flat for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Sales and marketing
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Sales and marketing $ 2,677 $ 2,523 $ 154 6.1 % $ 5,239 $ 5,063 $ 176 3.5 %
Sales and marketing expenses increased by $0.2 million, or 6.1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven primarily by higher commercial investments to support growth initiatives and expanded commercial execution activities.
Sales and marketing expenses increased by $0.2 million, or 3.5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was driven primarily by higher commercial investments to support growth initiatives and expanded commercial execution activities.
Interest income
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Interest income $ 272 $ 239 $ 33 13.8 % $ 526 $ 556 $ (30 ) (5.4 )%
Interest income was relatively flat for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Interest income was relatively flat for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Interest expense
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Interest expense $ (533 ) $ — $ (533 ) NM $ (616 ) $ — $ (616 ) NM
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Interest expense increased by $0.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven primarily by interest incurred on the Loan Agreement (as defined below) entered into in March 2026, including stated interest and non-cash amortization of debt discount and issuance costs.
Interest expense increased by $0.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven primarily by interest incurred on the Loan Agreement entered into in March 2026, including stated interest and non-cash amortization of debt discount and issuance costs.
Change in fair value of warrant liabilities
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Change in fair value of warrant liabilities $ (571 ) $ 46 $ (617 ) NM $ (812 ) $ 1,664 $ (2,476 ) NM
Change in fair value of warrant liabilities decreased by $0.6 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was driven by non-cash change in fair value of warrant liabilities related to warrants issued in connection with the February 2025 Offering.
Change in fair value of warrant liabilities decreased by $2.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was driven by non-cash change in fair value of warrant liabilities related to warrants issued in connection with the February 2025 Offering.
Other income (expense), net
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 Amount % 2026 2025 Amount %
Other income (expense), net $ 3 $ 85 $ (82 ) NM $ 8 $ (366 ) $ 374 NM
Other income (expense), net decreased by $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was mainly driven by unfavorable impact from foreign exchange.
Other income (expense), net increased by $0.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was mainly driven by financing costs allocated to warrant liabilities during the six months ended June 30, 2025.
Liquidity and Capital Resources
We have funded our operations primarily with proceeds from the issuance of common stock, preferred stock, and warrants and the establishment of a debt facility. We have incurred significant cash burn and recurring net losses, which include a net loss of $9.3 million and $17.9 million for the three and six months ended June 30, 2026, respectively, and an accumulated deficit of $347.9 million as of June 30, 2026. As of June 30, 2026, we had cash and cash equivalents of $43.5 million. As we continue to invest in research and development of our products and sales and marketing, we expect to continue to incur negative cash flows from operations and recurring net losses for the foreseeable future until such time that our product and services sales generate enough gross profit to cover our operating expenses. However, we can provide no assurance that our product and service sales will generate a net profit in the future or that our cash resources will be sufficient to continue our commercialization and development activities.
In November 2023, we filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC pursuant to which we registered for sale up to $150 million of any combination of our Class A common stock, preferred stock, debt securities, warrants, rights and/or units from time to time and at prices and on terms that we may determine. The Shelf Registration Statement also included a prospectus covering up to an aggregate of $50.0 million in shares of Class A common stock that we could issue and sell from time to time, through B. Riley Securities, Inc. (“B. Riley”), acting as our sales agent, pursuant to the Sales Agreement for our “at-the-market”
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equity program (“ATM”). In December 2025, the Sales Agreement with B. Riley was amended and restated (“Amended Sales Agreement”) to add BTIG, LLC (“BTIG”) as an additional sales agent and we filed a new prospectus supplement covering up to an aggregate of $50.0 million in shares of Class A common stock that we may issue and sell from time to time, through B. Riley and BTIG acting as our sales agents. The offering of our Class A common stock pursuant to the prospectus supplement dated November 22, 2023 was also terminated such that no further offers or sales will be made pursuant to such prospectus supplement, effective as of December 29, 2025. We are not obligated to make any sales of Class A common stock under the ATM. Prior to the termination of the prospectus supplement dated November 22, 2023, effective as of December 29, 2025, we had issued and sold an aggregate of 3,464,325 shares of our Class A common stock under the Sales Agreement, for total gross proceeds of $4.4 million, before deducting commissions and other offering expenses, and net proceeds of $4.2 million, after deducting such commissions and expenses. As of June 30, 2026, an aggregate of 7,809,779 shares of Class A common stock had been issued and sold under the Amended Sales Agreement, for gross proceeds of $11.7 million, before deducting commissions and other offering expenses, resulting in net proceeds of $11.4 million, after deducting commissions and other offering expenses. We issued and sold an aggregate of 7,131,767 shares and 7,809,779 shares of Class A common stock under the Amended Sales Agreement during the three and six months ended June 30, 2026, respectively, for gross proceeds of $10.8 million and $11.7 million, before deducting commissions and other offering expenses, respectively, resulting in net proceeds of $10.6 million and $11.4 million, after deducting commissions and other expenses, respectively.
On February 12, 2025, we closed the transactions pursuant to a securities purchase agreement with certain institutional investors (the “Investors”), in which we issued and sold, in a registered direct offering directly to the Investors (the “February 2025 Offering”): (i) 4,511,278 shares of our Class A common stock and (ii) warrants to purchase up to 4,511,278 shares of our Class A common stock (the “February 2025 Warrants”). Each share and accompanying February 2025 Warrant were sold together at a combined offering price of $1.33. The aggregate gross proceeds from the February 2025 Offering were $6.0 million before deducting the placement agent’s fees and offering expenses, and net proceeds of $5.2 million, after deducting placement agent's fees and offering expenses.
On October 17, 2025, we closed an underwritten public offering (the “October 2025 Offering”), in which we issued and sold 14,000,000 shares of our Class A common stock at a public offering price of $1.25 per share, pursuant to an Underwriting Agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as the underwriter. On October 17, 2025, we received gross proceeds of $17.5 million from the October 2025 Offering, before deducting underwriting discounts and commissions and other offering expenses, and net proceeds of approximately $15.8 million, after deducting underwriting discounts and commissions and other offering expenses.
Under the terms of the Underwriting Agreement, the underwriter was granted a 30-day option to purchase up to an additional 2,100,000 shares of Class A common stock at the public offering price, less underwriting discounts and commissions (the “Underwriter Option”). The underwriter exercised the Underwriter Option on October 21, 2025, and on October 23, 2025 we received additional gross proceeds of $2.6 million and additional net proceeds of approximately $2.4 million, after deducting underwriting discounts and commissions and other offering expenses.
In the aggregate, we issued and sold 16,100,000 shares of Class A common stock in the October 2025 Offering. In December 2025, our aggregate gross proceeds from the October 2025 Offering, including the gross proceeds from the exercise of the Underwriter Option, were $20.1 million, and aggregate net proceeds were approximately $18.2 million, after deducting underwriting discounts and commissions and other offering expenses.
On March 18, 2026 (the “Closing Date”), we entered into a Loan and Security Agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation pursuant to which we obtained a senior secured term loan facility with aggregate principal availability of up to $40.0 million. At closing, we borrowed $15.0 million, and the remaining $25.0 million is available to draw prior to December 31, 2027, subject to the satisfaction of certain conditions set forth in the Loan Agreement. The proceeds from the term loan are intended to be used for working capital and general corporate purposes.
Borrowings under the term loan bear interest at a variable rate equal to the prime rate plus 4.25%, subject to a minimum interest rate of 10.75%. The term loan provides for interest-only payments for 48 months from the closing date, followed by equal monthly payments of principal and interest through the maturity date of March 18, 2031.
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Our obligations under the Loan Agreement are guaranteed by our wholly owned subsidiaries and are secured by substantially all of our assets, subject to customary exceptions, including that intellectual property is excluded from the collateral at closing and until the first funding of any additional loan tranche following the Closing Date. The Loan Agreement contains customary affirmative and negative covenants, including limitations on additional indebtedness and certain other transactions. As of June 30, 2026, we were in compliance with all applicable covenants.
In connection with the Loan Agreement, we issued warrants to purchase up to an aggregate of 562,500 shares of Class A common stock at an exercise price of $1.20 per share (the “Initial Warrants”), which are immediately exercisable, and warrants to purchase up to an aggregate of 520,835 shares of Class A common stock at an exercise price of $1.20 per share (the “Additional Warrants”), which are exercisable only upon the funding of future loan tranches. All of these warrants expire seven years from the Closing Date.
Our ability to access capital when needed is not assured and, if capital is not available when, and in the amounts needed, we could be required to delay, scale back or abandon some or all of our development programs, commercialization of our products, and other operations which could materially harm our operations, financial condition and operating results. We expect that our existing cash and cash equivalents, together with proceeds from the sales of our products and services, will enable us to conduct our planned operations for at least the next 12 months. Factors that could accelerate cash needs include: (i) delays in achieving scientific and technical milestones; (ii) unforeseen capital expenditures and fabrication costs related to manufacturing; (iii) changes we may make in our business or commercialization and hiring strategy; (iv) costs of running a public company; (v) higher inflation and increases in product transportation and labor costs; (vi) the effects of the tariffs; and (vii) other items affecting our forecasted level of expenditures and use of cash resources including potential acquisitions.
We expect to use our cash to further invest in the development of our products and services, commercial expansion, and for working capital and general corporate purposes.
Our future cash requirements will depend on many factors, including market adoption of our products; the cost and timing of establishing additional sales, marketing and distribution capabilities; the cost of our research and development activities; our ability to enter into and maintain collaborations; the cost and timing of potential future regulatory clearances or approvals for our products; and the effect of competing technological and market developments. We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we do not have or are not able to obtain sufficient funds, we may have to delay development or commercialization of our products. We also may have to reduce marketing, customer support or other resources devoted to our products and services or cease operations.
Cash
As of June 30, 2026, we had cash and cash equivalents of $43.5 million. Our future capital requirements may vary from those currently planned and will depend on various factors including further development costs, commercialization strategy, regulatory developments, supply constraints, manufacturing costs and international expansion. If we need additional funds and are unable to obtain funding on a timely basis, we may need to curtail significantly our product development and commercialization efforts to provide sufficient funds to continue our operations, which could adversely affect our business prospects.
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Cash flows
The following table summarizes our cash flows for the periods indicated:
Six Months Ended June 30,
(In thousands) 2026 2025
Net cash used in operating activities $ (16,276 ) $ (17,159 )
Net cash used in investing activities (272 ) (992 )
Net cash provided by financing activities 25,270 6,056
Net increase (decrease) in cash, cash equivalents, and restricted cash $ 8,722 $ (12,095 )
Net cash used in operating activities
For the six months ended June 30, 2026, net cash used in operating activities of $16.3 million was due primarily to a net loss of $17.9 million and changes in operating assets and liabilities of $1.4 million, partially offset by non-cash items of $3.0 million. Non-cash items were primarily stock-based compensation expense of $1.6 million, loss on change in fair value of warrant liabilities of $0.8 million, depreciation expense of $0.5 million and amortization of debt discount and issuance costs of $0.1 million. Changes in operating assets and liabilities were driven primarily by a decrease in accounts payable of $1.6 million, a decrease in accrued expenses and other current liabilities of $0.9 million reflecting the timing of annual employee bonus payments, an increase in prepaid expenses and other current assets of $0.7 million primarily related to the timing of annual insurance premium renewals, partially offset by a decrease in accounts receivable and unbilled receivables of $0.7 million, an increase in deferred grant funding of $0.3 million, a decrease in inventory of $0.3 million, a decrease in other long-term assets of $0.2 million, and an increase in deferred revenue of $0.2 million.
For the six months ended June 30, 2025, net cash used in operating activities of $17.1 million was due primarily to a net loss of $18.6 million, partially offset by non-cash items of $0.4 million and changes in operating assets and liabilities of $1.1 million. Non-cash items were primarily stock-based compensation expense of $1.5 million and depreciation expense of $0.5 million, partially offset by gain on change in fair value of warrant liabilities of $1.7 million. Changes in operating assets and liabilities were driven primarily by a decrease in accounts receivable and unbilled receivables of $1.4 million, an increase in accounts payable of $1.3 million, a decrease in inventory of $0.7 million, partially offset by a decrease in accrued expenses and other current liabilities of $1.4 million primarily due to annual bonus payout and a decrease in deferred revenue of $0.2 million.
Net cash used in investing activities
For the six months ended June 30, 2026, net cash used in investing activities of $0.3 million was from fixed assets purchased.
For the six months ended June 30, 2025, net cash used in investing activities of $1.0 million was from fixed assets purchased.
Net cash provided by financing activities
For the six months ended June 30, 2026, net cash provided by financing activities was $25.3 million which consisted primarily of proceeds from issuance of debt net of debt issuance costs of $13.6 million, proceeds from the issuance of Class A common stock under the Amended Sales Agreement of $11.4 million and proceeds from stock options exercises of $0.3 million.
For the six months ended June 30, 2025, net cash provided by financing activities of $6.0 million which consisted primarily of proceeds from issuance and sale of the shares and warrants in the February 2025 Offering, net of offering discounts and other costs of $5.2 million, proceeds from issuance of the shares under the Sales Agreement of $0.8 million.
Contractual obligations
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We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. We did not make any matching contributions to the 401(k) plan for the three and six months ended June 30, 2026 or 2025.
Through our engagement with the BMGF, we have deployed and continue to deploy the Swoop® system in low-middle income settings without readily-accessible MRI technology. The multiple grants provided by our research partnership with the BMGF, which commenced funding in the spring of 2020, support the deployment of 25 Swoop® systems and accessories to investigators. The ongoing investigation is designed to provide data to validate the potential use of the Swoop® system in measuring the impact of maternal anemia, malnutrition, infection, and birth-related injury. In May 2023, we were awarded an additional three-year grant from the BMGF to continue to develop a scalable approach to measuring neurodevelopment via ULF brain imaging in neonates, infants, and young children in low-to-middle income countries. In November 2025, we were awarded an additional grant from the BMGF to support continued technical innovation using our AI-powered portable MRI platform, with a focus on neonatal brain imaging and objective assessment of neurodevelopment in resource-constrained settings, with funding extending into March 2028.
Our purchase commitments and obligations include all open purchase orders and contractual obligations in the ordinary course of business, including commitments with contract manufacturers and suppliers, for which we have not received the goods or services. A majority of these purchase obligations are due within a year. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to the delivery of goods or performance of services.
We had no other significant contractual obligations as of June 30, 2026.
For information on contingencies, refer to Note 14 in the notes to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Except as described in Note 2 “Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements Adopted”, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our 2025 Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited condensed consolidated financial statements and notes thereto for the three and six months ended June 30, 2026 and 2025 included elsewhere in this Quarterly Report on Form 10-Q.
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